EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “ Agreement ”), is made and entered into effective as of February 9, 2009 (the “ Effective Date ”), by and between Waste Connections, Inc., a Delaware corporation (the “ Company ”), and Rick Wojahn (the “ Employee ”).

The Company desires to engage the services and employment of the Employee for the period provided in this Agreement, and the Employee is willing to accept employment by the Company for such period, on the terms and conditions set forth below. 

NOW, THEREFORE , in consideration of the premises and the mutual covenants and conditions herein, the Company and the Employee agree as follows:

1.             Employment; Acceptance.   The Company hereby employs the Employee and the Employee hereby accepts employment by the Company on the terms and conditions hereinafter set forth.

2.             Duties and Powers.   The Employee is hereby employed as Vice President – Business Development, and, during the Term, the Employee shall devote Employee’s attention, energies and abilities in that capacity to the proper oversight and operation of the Company’s business, to the exclusion of any other occupation.  As Vice President – Business Development, the Employee shall report to the Senior Vice President – Sales and Marketing of the Company, shall be based at the Company’s corporate headquarters in California, and shall be responsible for oversight and execution of the Company’s acquisition program.  The Employee shall perform such other duties as the Senior Vice President – Sales and Marketing, the Chief Executive Officer of the Company or the Board of Directors (the “ Board ”) of the Company may reasonably assign to the Employee from time to time.  The Employee shall devote such time and attention to Employee’s duties as are reasonably necessary to the proper discharge of Employee’s responsibilities hereunder.  The Employee agrees to perform all duties consistent with:  (a) policies established from time to time by the Company; and (b) all applicable legal requirements.

3.             Term.   The employment of the Employee by the Company pursuant to this Agreement shall commence on the Effective Date and continue until the third anniversary thereof (the “ Term ”) or until terminated prior to such date when and as provided in Sections 7 and 8.  On each anniversary of the Effective Date, this Agreement shall be extended automatically for an additional year, thus extending the Term to three (3) years from each such date, unless either party shall have given the other notice of termination hereof as provided herein.

4.             Compensation.

4.1            Base Salary.   Commencing on the Effective Date, the Company hereby agrees to pay to the Employee an annual base salary of One Hundred Seventy-Five Thousand Dollars ($175,000).  When used herein, “ Base Salary ” shall refer to the base salary described in the preceding sentence that is in effect at that time, and as may be increased from time to time.  Such Base Salary shall be payable in accordance with the Company’s normal payroll practices, and such Base Salary is subject to withholding and social security, unemployment and other taxes.  Increases in Base Salary shall be considered by the Board and/or the Chief Executive Officer.

4.2            Performance Bonus .  For the calendar year commencing January 1, 2009, and for each calendar year thereafter , the Employee shall be eligible to receive an annual cash bonus (the “ Bonus ”) based on the Company’s attainment of reasonable financial objectives to be determined annually by the Board, as well as Employee’s achievement of agreed upon goals annually.  The annual Bonus target will equal forty-five percent (45%) of the applicable year’s beginning Base Salary and will be payable if the Board determines, in its sole and exclusive discretion, that that year’s financial objectives have been fully met.  The Bonus shall be paid in accordance with the Company’s bonus plan, as approved by the Board, and, in any event, within two and a half (2 1/2) months after the end of the fiscal year to which the bonus relates.

4.3            Equity Grants .  Employee shall be entitled to participate in Stock Option, Restricted Stock, RSU and other equity incentive programs presently in effect or in effect from time to time in the future on such terms and to such level of participation as the Board or the Compensation Committee of the Board shall determine to be appropriate, bearing in mind the Employee’s position and responsibilities.

Except as otherwise provided herein, the terms of any Options, Restricted Stock, RSUs and other equity incentives shall be governed by the relevant plans under which they are granted and described in detail in applicable agreements between the Company and the Employee.

4.4            Other Benefits.   The Company shall provide the Employee with a cellular telephone and will pay or reimburse the Employee’s monthly service fee and costs of calls attributable to Company business.  The Employee shall be entitled to paid annual vacation, which shall accrue on the same basis as for other employees of the Company of similar rank, but which shall in no event be less than four (4) weeks for any twelve (12) month period.  The Employee also shall be entitled to participate, on the same terms as other employees of the Company participate, in any medical, dental or other health plan, pension plan, profit-sharing plan and life insurance plan that the Company may adopt or maintain, any of which may be changed, terminated or eliminated by the Company at any time in its exclusive discretion.

5.             Confidentiality .  During the Term of Employee’s employment, and at all times thereafter, the Employee shall not, without the prior written consent of the Company, divulge to any third party or use for Employee’s own benefit or the benefit of any third party or for any purpose other than the exclusive benefit of the Company, any confidential or proprietary business or technical information revealed, obtained or developed in the course of Employee’s employment with the Company and which is otherwise the property of the Company or any of its affiliated corporations, including, but not limited to, trade secrets, customer lists, formulae and processes of manufacture; provided, however, that nothing herein contained shall restrict the Employee’s ability to make such disclosures during the course of Employee’s employment as may be necessary or appropriate to the effective and efficient discharge of Employee’s duties to the Company.

6.             Property.   Both during the Term of Employee’s employment and thereafter, the Employee shall not remove from the Company’s offices or premises any Company documents, records, notebooks, files, correspondence, reports, memoranda and similar materials or property of any kind unless necessary in accordance with the duties and responsibilities of Employee’s employment.  In the event that any such material or property is removed, it shall be returned to its proper file or place of safekeeping as promptly as possible.  The Employee shall not make, retain, remove or distribute any copies, or divulge to any third person the nature or contents of any of the foregoing or of any other oral or written information to which Employee may have access, except as disclosure shall be necessary in the performance of Employee’s assigned duties.  On the termination of Employee’s employment with the Company, the Employee shall leave with or return to the Company all originals and copies of the foregoing then in Employee’s possession or subject to Employee’s control, whether prepared by the Employee or by others.

7.             Termination.

7.1            For Cause.   The Company, by action of the Board, may terminate this Agreement and the Employee’s employment for Cause (as defined below) on delivery to the Employee of a Notice of Termination (as defined in Section 9.1 below).  On such termination for Cause, the Employee shall be entitled only to the Employee’s Base Salary through the date of such termination, and shall not be entitled to any other compensation, including, without limitation, any severance compensation.  Without limitation of the foregoing, on termination pursuant to this Section 7.1, the Employee shall forfeit: (i) Employee’s Bonus under Section 4.2 for the year in which such termination occurs; and (ii) all outstanding but unvested options and rights relating to capital stock of the Company and all RSUs and shares of the Company’s restricted stock issued to the Employee that as of the termination date are still unvested and subject to restrictions on transfer.

7.2            Without Cause.   The employment of the Employee may be terminated without Cause at any time by the Company on delivery to the Employee of a written Notice of Termination (as defined in Section 9.1).  In the event of such a termination without Cause pursuant to this Section 7.2 that constitutes Employee’s Separation From Service (as defined in Section 9.3), then on the Date of Termination (as defined in Section 9.2) pursuant to this Section 7.2, the Company shall, in lieu of any payments under Section 4.1 and 4.2 for the remainder of the Term, pay to the Employee an amount equal to the lesser of: (a) the Employee’s Base Salary for a period of one (1) year from the date of termination, and (b) the Employee’s Base Salary for the remainder of the Term.  In addition, the Employee shall be entitled to the pro-rated target Bonus available to the Employee under Section 4.2 for the year in which the termination occurs, taking into account the bonus categories and weighting under the Company’s bonus plan and the Company’s and Employee’s achievement thereunder as of the Date of Termination.  Such payment by the Company shall be paid in accordance with the Company’s normal payroll practices and not as a lump sum payment.  In addition, the Company will pay as incurred the Employee’s expenses, up to Fifteen Thousand Dollars ($15,000), associated with career counseling and resume development.  The Company shall also pay to the Employee an amount equal to the Company’s portion (but not the Employee’s portion) of the cost of medical, dental and other health plan insurance for Employee, Employee’s spouse and Employee’s children at the rate in effect on the Date of Termination for a period of one (1) year from the Date of Termination.  In addition, on termination of the Employee under this Section 7.2, all of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable.  The exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options and rights or (B) the first (1 ^st ) anniversary of the Date of Termination.  The Employee acknowledges that extending the exercisability of any incentive stock options pursuant to this Section 7.2 or Sections 7.3 or 7.4 below, could cause such option to lose its tax-qualified status if it is an incentive stock option under the Internal Revenue Code of 1986, as amended (the “ Code ”) and agrees that the Company shall have no obligation to compensate the Employee for any additional taxes he incurs as a result.

7.3            Termination on Disability .  If during the Term the Employee should fail to perform Employee’s duties hereunder on account of Disability, the Company shall have the right, on written Notice of Termination delivered to the Employee, to terminate the Employee’s employment under this Agreement.  During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4.1 hereof at the rate then in effect until the Date of Termination pursuant to this Section 7.3.  In the event of Employee’s termination for Disability pursuant to this Section 7.3 that constitutes Employee’s Separation from Service, then on the Date of Termination, the Company shall pay to the Employee the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development.  The Company shall also pay, on behalf of the Employee, an amount equal to the Company’s portion (not the Employee’s portion) of the cost of medical, dental and other health plan insurance for Employee, Employee’s spouse and Employee’s children at the rate in effect on the Date of Termination for a period of one (1) year from the Date of Termination.  In addition, on such termination, all of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable.  The exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options or rights or (B) the first (1 ^st ) anniversary of the Employee’s termination.

7.4            Termination on Death .  If the Employee shall die during the Term, the employment of the Employee shall thereupon terminate.  On the Date of Termination pursuant to this Section 7.4, the Company shall pay to the Employee’s estate the payments and other benefits applicable to termination without Cause set forth in Section 7.2 hereof, other than those related to career counseling and resume development.  In addition, on termination of the Employee under this Section 7.4, all of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all RSUs and shares of the Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable.  The exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options or rights or (B) the first (1 ^st ) anniversary of the Employee’s termination.  The provisions of this Section 7.4 shall not affect the entitlements of the Employee’s heirs, executors, administrators, legatees, beneficiaries or assigns under any employee benefit plan, fund or program of the Company.

7.5            No Limitation on Company’s Right to Terminate. &